SecProbe.io

August 12, 2014

Via E -mail
Usec Rho
Senior Counsel and Director
BMO Capital Markets Corporation
3 Times Square
New York, NY  10036

Re: Vaulted Gold Bullion Trust
Amendment No. 2 to Registration Statement on Form S -1
Filed July 25, 2014
  File No. 333 -194144

Dear Mr. Rho :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is a ppropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note your response to comment 2 of our letter dated March 14, 2014 and reference to
the disclosure on page 41.  Please clarify if you utilize a formulaic approach to determine
the interbank spot price.  Alternatively, discuss the level of discretion involved in
determining the interban k spot price.

2. In connection with the preceding comment, we note your disclosure that the interbank
spot price is the price a client can purchase gold from the Bank of Montreal and that the
price at which it buys gold back from a withdrawing investor is different from the offer
price.  As it appears that the spot price is not the price the bank would repurchase gold
from a withdrawing investor, please clarify whether the “bid” price would also be
publi shed on the Trust’s website and  have intraday i ndications on your Bloomberg page.

Usec Rho
Vaulted Gold Bullion Trust
August 12, 2014
Page 2

 We note your response to our comment 3 . As previously requested on July 16, 2014,
please clarify the following as it relates to the company’s proposed financial statement
presentation.

 How the gold receipts will be accounted for and the relevant accounting guidance
relied upon
 The company’s basis for classifying the gold bullion as Level 2 within the fair
value hierarchy and the assumptions that will be used to value the gold
 How the company considered the guidance in SAB Topic 5D as it relates to their
income statement presentation

Prospectus Summary, page 5

3. We note your revised disclosure on page 5 that in addition to redeeming the receipts for
gold and withdrawing the gold and se lling for cash, holders “may also sell to other
investors through an Authorized Participant.”  Please expand upon your disclosure to
explain in detail this third option for receipt holders.

The Gold Industry, page 30

4. We note your revised disclosure in this section.  Please refer to comment 22 of our first
letter dated January 6, 2014 and provide the requested information.

Redemptions of Gold Deposit Receipts for Gold Bullion; Sales for Cash, page 39

5. We note your response to comment 5 and disclosure  on page 39 that a receipt holder
“would have recourse only to the Service Carrier after the Gold Bullion has been placed
by Bank of Montreal with the Service Carrier.”  We further note that page 8 of the Form
of Gold Carrier Agreement states that “[n]o D elivery Point Contact is a party to or third
party beneficiary of this Agreement, and Carrier has no duties or obligations arising
under or pursuant to this Agreement to a Person other than BMO.”  Please include a risk
factor addressing this situation, or advise.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event  you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

Usec Rho
Vaulted Gold Bullion Trust
August 12, 2014
Page 3

  should the Commission or the staff, acting pursuant to delegated authority, declare the
filing ef fective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its f ull responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federa l
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those  requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.   Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact  Shannon Sobotka, Staff Accountant,  at (202) 551 -3856 or Kevin
Woody, Accounting Branch Chief, at (202) 55 1-3629 if you have questions regarding comments
on the financial statements and related matters.  Please contact  Coy Garrison, Staff Attorney, at
(202) 551 -3466, or me at (202) 551 -3386 with any other questions.

Sincerely,

 /s/ Duc Dang

Duc Dang
Special Counsel

cc: Anna T. Pinedo, Esq.